Common use of Defense by Company Clause in Contracts

Defense by Company. Subject to the provisions of the last sentence of this Section l2(b) and of Section l2(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to the payment of Indemnifiable Amounts hereunder with counsel reasonably acceptable to Indemnitee; provided, however that the Company shall notify Indemnitee of any such decision to defend within ten (10) calendar days of receipt of notice of any such Proceeding under Section 12(a) above. The Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee, (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee or (iii) would otherwise impose any fine or obligation on Indemnitee that is not, and will not, be indemnifiable under this Agreement. This Section l2(b) shall not apply to a Proceeding brought by Indemnitee under Section 11(a) above or pursuant to Section 20 below.

Defense by Company. Subject to the provisions of the last sentence of this Section l2(b12(b) and of Section l2(c12(c) belowof this Agreement, the Company shall have the right to defend Indemnitee in any Proceeding or any claim, issue or matter involved in any Proceeding which may give rise to the payment indemnification of Indemnifiable Amounts hereunder with counsel reasonably acceptable to Indemniteeunder this Agreement; provided, however however, that the Company shall notify Indemnitee of any such decision to defend within ten (10) calendar days of the Company’s receipt of notice of any such Proceeding or such claim, issue or matter under Section 12(a) aboveof this Agreement. The Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee, or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such ProceedingProceeding or such claim, issue or matter, which release shall be in form and substance reasonably satisfactory to Indemnitee or (iii) would otherwise impose any fine or obligation on Indemnitee that is not, and will not, be indemnifiable under this AgreementIndemnitee. This Section l2(b12(b) shall not apply to a Proceeding or any claim, issue or matter involved in a Proceeding brought by Indemnitee under Section 5(c) or Section 11(a) above of this Agreement or pursuant to Section 20 belowof this Agreement.

Defense by Company. Subject to the provisions of the last sentence of this Section l2(b12(b) and of Section l2(c12(c) below, the Company shall have the right to defend Indemnitee in any Proceeding or any claim, issue or matter involved in any Proceeding which may give rise to the payment indemnification of Indemnifiable Amounts hereunder with counsel reasonably acceptable to Indemniteehereunder; provided, however however, that the Company shall notify Indemnitee of any such decision to defend within ten (10) calendar days of the Company’s receipt of notice of any such Proceeding or such claim, issue or matter under Section 12(a) above. The Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee, or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such ProceedingProceeding or such claim, issue or matter, which release shall be in form and substance reasonably satisfactory to Indemnitee or (iii) would otherwise impose any fine or obligation on Indemnitee that is not, and will not, be indemnifiable under this AgreementIndemnitee. This Section l2(b12(b) shall not apply to a Proceeding or any claim, issue or matter involved in a Proceeding brought by Indemnitee under Section 11(a) above or pursuant to Section 20 below.

Defense by Company. Subject to the provisions of the last sentence of this Section l2(b12(b) and of Section l2(c12(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to the payment of Indemnifiable Amounts hereunder with counsel reasonably acceptable satisfactory to Indemnitee; provided, however however, that the Company shall notify Indemnitee of any such decision to defend within ten (10) calendar days of receipt of notice of any such Proceeding under Section 12(a) above. The Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise (including a settlement referred to in Section 6(a)) which (i) includes an admission of fault of Indemnitee, Indemnitee or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee or (iii) would otherwise impose any fine or obligation on Indemnitee that is not, and will not, be indemnifiable under this AgreementIndemnitee. This Section l2(b12(b) shall not apply to (x) a Proceeding brought by Indemnitee under Section 11(a) above or pursuant to any counterclaims or defenses of Indemnitee referred to in Section 20 below, or (y) a Proceeding brought by or in the right of the Company (unless Indemnitee consents to such assumption thereof by the Company).

Defense by Company. Subject to the provisions of the last sentence of this Section l2(b11(b) and of Section l2(c11(c) below, the Company shall have the right to defend assume the defense of Indemnitee in any Proceeding which may give rise to the payment of Indemnifiable Amounts hereunder with counsel reasonably acceptable to Indemniteehereunder; provided, however that the Company shall notify Indemnitee of any such decision to defend within ten (10) calendar days of receipt of notice of any such Proceeding under Section 12(a11(a) above. The Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee, Indemnitee or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee or (iii) would otherwise impose any fine or obligation on Indemnitee that is not, and will not, be indemnifiable under this AgreementIndemnitee. This Section l2(b11(b) shall not apply to a Proceeding brought by Indemnitee under Section 11(a10(a) above or pursuant to Section 20 19 below. In the event that the Company does not assume the defense in a Proceeding pursuant to this Section 11(b), then the Company will be entitled to participate in the Proceeding at its own expense. The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its prior written consent (which consent shall not be unreasonably withheld or delayed).

Defense by Company. Subject to the provisions of the last sentence of this Section l2(b) 7.2 and of Section l2(c) 7.3 below, the Company shall have the right to defend Indemnitee in any Proceeding for which may give rise the Company becomes obligated hereunder to pay the payment of Indemnifiable Amounts hereunder Indemnitee’s Expenses with counsel reasonably acceptable satisfactory to the Indemnitee; provided, however that the Company shall notify Indemnitee of any such decision to defend within ten (10) calendar days of receipt of notice of any such Proceeding under Section 12(a) 7.1 above. The Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (ia) includes an admission of fault of Indemnitee, (iib) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee or (iiic) would otherwise impose any fine or obligation on does not solely involve the payment of money. The Company shall not be liable to the Indemnitee that is not, and will not, be indemnifiable under this AgreementAgreement for any amounts paid in settlement of any Proceeding relating to an indemnifiable event effected without the Company’s prior written consent. Neither the Company nor the Indemnitee shall unreasonably withhold its or his or her consent to any proposed settlement or compromise; provided that the Indemnitee may withhold consent to any settlement that does not satisfy the clauses (a), (b) and (c) set forth in this Section 7.2. This Section l2(b) 7.2 shall not apply to a Proceeding brought by Indemnitee under Section 11(a) above 3.2 or pursuant to Section 20 below6.2 above.

Defense by Company. Subject to the provisions of the last sentence of this Section l2(b11(b) and of Section l2(c11(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to the payment of Indemnifiable Amounts hereunder with counsel reasonably acceptable to approved by Indemnitee; , which approval shall not be unreasonably withheld, provided, however that the Company shall notify Indemnitee of any such decision to defend within ten (10) calendar days of receipt of notice of any such Proceeding under Section 12(a11(a) above. The Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission or finding of fault of Indemnitee, Indemnitee or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee or (iii) would otherwise impose any fine or obligation on Indemnitee that is not, and will not, be indemnifiable under this AgreementIndemnitee. This Section l2(b11(b) shall not apply to a Proceeding brought by Indemnitee under Section 11(a) 6 above or pursuant to Section 20 19 below.

Defense by Company. Subject to the provisions of the last sentence of ------------------ this Section l2(b11(b) and of Section l2(c11(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to the payment of Indemnifiable Amounts hereunder with counsel reasonably acceptable to Indemniteeindemnification hereunder; provided, however however, that the Company shall notify Indemnitee of any -------- ------- such decision to defend within ten fifteen (1015) calendar days of following receipt of notice of any such Proceeding under Section 12(a11(a) above. The Company shall not, without the prior written consent of Indemnitee, which shall not be unreasonably withheld or delayed, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee, Indemnitee or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee or (iii) would otherwise impose any fine or obligation on Indemnitee that is not, and will not, be indemnifiable under this AgreementIndemnitee. This Section l2(b11(b) shall not apply to a Proceeding brought by Indemnitee under Section 11(a) 10 above or pursuant to Section 20 15 below.

Defense by Company. Subject to the provisions of the last sentence of this Section l2(b12(b) and of Section l2(c12(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to the payment of Indemnifiable Amounts hereunder with counsel reasonably acceptable to Indemniteehereunder; provided, however that the Company shall notify Indemnitee of any such decision to defend within ten (10) calendar days of receipt of notice of any such Proceeding under Section 12(a) above. The Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee, or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee. Indemnitee shall not, without the prior written consent of the Company, consent to the entry of any judgment against Indemnitee or (iii) would otherwise impose enter into any fine settlement or obligation on Indemnitee that is not, and will not, be indemnifiable under this Agreementcompromise with respect to which the Company has indemnification obligations to Indemnitee. This Section l2(b12(b) shall not apply to a Proceeding brought by Indemnitee under Section 11(a) above or pursuant to Section 20 21 below.

Defense by Company. Subject to the provisions of the last sentence of this Section l2(b12(b) and of Section l2(c) below12(c), the Company shall have the right to defend Indemnitee in any Proceeding or any claim, issue or matter involved in any Proceeding which may give rise to the payment indemnification of Indemnifiable Amounts hereunder with counsel reasonably acceptable to Indemniteehereunder; provided, however however, that the Company shall notify Indemnitee of any such decision to defend within ten (10) calendar days of the Company’s receipt of notice of any such Proceeding or such claim, issue or matter under Section 12(a) above). The Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee, or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such ProceedingProceeding or such claim, issue or matter, which release shall be in form and substance reasonably satisfactory to Indemnitee or (iii) would otherwise impose any fine or obligation on Indemnitee that is not, and will not, be indemnifiable under this AgreementIndemnitee. This Section l2(b12(b) shall not apply to a Proceeding or any claim, issue or matter involved in a Proceeding brought by Indemnitee under Section 11(a) above or pursuant to Section 20 below20.

Defense by Company. Subject to the provisions of the last sentence of this Section l2(b11(b) and of Section l2(c11(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to the payment of Indemnifiable Amounts hereunder with counsel reasonably acceptable to Indemniteehereunder; provided, however that the Company shall notify Indemnitee of any such decision to defend within ten forty-five (1045) calendar days of receipt of notice of any such Proceeding under Section 12(a11(a) above. The Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee, Indemnitee or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee. The Company shall not be required to indemnify Indemnitee or (iii) would otherwise impose any fine or obligation on Indemnitee that is not, and will not, be indemnifiable under this AgreementAgreement for any amounts paid in settlement of any Proceeding effected without its written consent. After notice from the Company to Indemnitee of its election so to assume such defense, the Company shall not be liable to Indemnitee for any legal or other expenses subsequently incurred by Indemnitee in connection with the Proceeding, other than as provided below in Section 11(c). This Section l2(b11(b) shall not apply to a Proceeding brought by Indemnitee under Section 11(a10(a) above or pursuant to Section 20 below.

Defense by Company. Subject to the provisions of the last sentence of this Section l2(b11(b) and of Section l2(c11(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to the payment of Indemnifiable Amounts hereunder with counsel reasonably acceptable to Indemniteehereunder; provided, however that the Company shall notify Indemnitee of any such decision to defend within ten (10) calendar days of receipt of notice of any such Proceeding under Section 12(a11(a) above. The Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee, or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee. Indemnitee shall not, without the prior written consent of the Company, consent to the entry of any judgment against Indemnitee or (iii) would otherwise impose enter into any fine settlement or obligation on Indemnitee that is not, and will not, be indemnifiable under this Agreementcompromise with respect to which the Company has indemnification obligations to Indemnitee. This Section l2(b11(b) shall not apply to a Proceeding brought by Indemnitee under Section 11(a10(a) above or pursuant to Section 20 below.

Defense by Company. Subject to the provisions of the last sentence of this Section l2(b11(b) and of Section l2(c11(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to the payment of Indemnifiable Amounts hereunder with counsel reasonably acceptable to Indemniteehereunder; providedPROVIDED, however HOWEVER, that the Company shall notify Indemnitee of any such decision to defend within ten (10) calendar days of receipt of notice of any such Proceeding under Section 12(a11(a) above. The Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee, Indemnitee or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee or (iii) would otherwise impose any fine or obligation on Indemnitee that is not, and will not, be indemnifiable under this AgreementIndemnitee. This Section l2(b11(b) shall not apply to a Proceeding brought by Indemnitee under Section 11(a10(a) above or pursuant to Section 20 18 below.

Defense by Company. Subject to the provisions of the last sentence of this Section l2(b14(b) and of Section l2(c14(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to the payment of Indemnifiable Amounts hereunder with counsel reasonably acceptable to Indemniteehereunder; providedPROVIDED, however HOWEVER, that the Company shall notify Indemnitee of any such decision to defend within ten thirty (1030) calendar days of receipt of notice of any such Proceeding under Section 12(a14(a) above. The Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee, Indemnitee or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee or (iii) would otherwise impose any fine or obligation on Indemnitee that is not, and will not, be indemnifiable under this AgreementIndemnitee. This Section l2(b14(b) shall not apply to a Proceeding brought by Indemnitee under Section 11(a13(a) above or pursuant to Section 20 22 below.

Defense by Company. Subject to the provisions of the last sentence of this Section l2(b15(b) and of Section l2(c) below15(c), the Company shall have the right to defend Indemnitee in any Proceeding Proceeding, with counsel consented to by Indemnitee (such consent not to be unreasonably withheld), which may give rise to the payment of Indemnifiable Amounts hereunder with counsel reasonably acceptable to Indemnitee; providedhereunder, however that the Company and shall acknowledge and notify Indemnitee of any its assumption of such decision to defend defense within ten (10) calendar days of receipt of notice of any such Proceeding under Section 12(a) above15(a). The Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee, Indemnitee or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee or (iii) would otherwise impose any fine or obligation on Indemnitee that is not, and will not, be indemnifiable under this AgreementIndemnitee. This Section l2(b15(b) shall not apply to a Proceeding brought by Indemnitee under Section 11(a14(a) above or pursuant to Section 20 below26.

Defense by Company. Subject to the provisions of the last sentence of this Section l2(b12(b) and of Section l2(c12(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to the payment of Indemnifiable Amounts hereunder with counsel reasonably acceptable to Indemniteehereunder; provided, however that the Company shall notify Indemnitee of any such decision to defend within ten (10) calendar days of receipt of notice of any such Proceeding under Section 12(a) above. The Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee, or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee. Indemnitee shall not, without the prior written consent of the Company, consent to the entry of any judgment against Indemnitee or (iii) would otherwise impose enter into any fine settlement or obligation on Indemnitee that is not, and will not, be indemnifiable under this Agreementcompromise with respect to which the Company has indemnification obligations to Indemnitee. This Section l2(b12(b) shall not apply to a Proceeding brought by Indemnitee under Section 11(a) above or pursuant to Section 20 below.

Defense by Company. Subject to the provisions of the last sentence of this Section l2(b11(b) and of Section l2(c11(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to the payment of Indemnifiable Amounts hereunder with counsel reasonably acceptable to Indemniteehereunder; provided, however that the Company shall notify Indemnitee of any such decision to defend within ten (10) calendar days of receipt of notice of any such Proceeding under Section 12(a11(a) above. The Company shall not, without the prior written consent of IndemniteeIndemnitee (which shall not be unreasonably withheld or delayed), consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee, Indemnitee or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee or (iii) would otherwise impose any fine or obligation on Indemnitee that is not, and will not, be indemnifiable under this AgreementIndemnitee. This Section l2(b11(b) shall not apply to a Proceeding brought by Indemnitee under Section 11(a10(a) above or pursuant to Section 20 19 below.

Defense by Company. Subject to the provisions of the last ------------------ sentence of this Section l2(b11(b) and of Section l2(c11(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to the payment of Indemnifiable Amounts hereunder with counsel reasonably acceptable to Indemniteeindemnification hereunder; provided, however however, that the Company shall notify -------- ------- Indemnitee of any such decision to defend within ten fifteen (1015) calendar days of following receipt of notice of any such Proceeding under Section 12(a11(a) above. The Company shall not, without the prior written consent of Indemnitee, which shall not be unreasonably withheld or delayed, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee, Indemnitee or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee or (iii) would otherwise impose any fine or obligation on Indemnitee that is not, and will not, be indemnifiable under this AgreementIndemnitee. This Section l2(b11(b) shall not apply to a Proceeding brought by Indemnitee under Section 11(a) 10 above or pursuant to Section 20 15 below.

Defense by Company. Subject to the provisions of the last sentence of this Section l2(b11(b) and of Section l2(c11(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to the payment of Indemnifiable Amounts hereunder with counsel reasonably acceptable to Indemniteehereunder; provided, however that the Company shall notify Indemnitee of any such decision to defend within ten forty-five (1045) calendar days of receipt of notice of any such Proceeding under Section 12(a11(a) above. The Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee, Indemnitee or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee. The Company shall not be required to indemnify the Indemnitee or (iii) would otherwise impose any fine or obligation on Indemnitee that is not, and will not, be indemnifiable under this AgreementAgreement for any amounts paid in settlement of any Proceeding effected without its written consent. After notice from the Company to the Indemnitee of its election so to assume such defense, the Company shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the Proceeding, other than as provided below in this Section 11(b). This Section l2(b11(b) shall not apply to a Proceeding brought by Indemnitee under Section 11(a10(a) above or pursuant to Section 20 19 below.

Defense by Company. Subject to the provisions of the last sentence of this Section l2(b11(b) and of Section l2(c11(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to the payment of Indemnifiable Amounts hereunder with counsel reasonably acceptable to approved by Indemnitee; , which approval shall not be unreasonably withheld, provided, however that the Company shall notify Indemnitee of any such decision to defend within ten (10) calendar days of receipt of notice of any such Proceeding under Section 12(a11(a) above. The Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission or finding of fault of Indemnitee, Indemnitee or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee or (iii) would otherwise impose any fine or obligation on Indemnitee that is not, and will not, be indemnifiable under this AgreementIndemnitee. This Section l2(b11(b) shall not apply to a Proceeding brought by Indemnitee under Section 11(a10(a) above or pursuant to Section 20 below.

Defense by Company. Subject to the provisions of the last sentence of this Section l2(b10(b) and of Section l2(c10(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to the payment of Indemnifiable Amounts hereunder with counsel reasonably acceptable satisfactory to the Indemnitee; provided, however however, that the Company shall notify Indemnitee of any such decision to defend within ten (10) calendar days of receipt of notice of any such Proceeding under Section 12(a10(a) above. The Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee, Indemnitee or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee or (iii) would otherwise impose any fine or obligation on Indemnitee that is not, and will not, be indemnifiable under this AgreementIndemnitee. This Section l2(b10(b) shall not apply to a Proceeding brought by Indemnitee under Section 11(a9(a) above or pursuant to any counterclaims or defenses of Indemnitee referred to in Section 20 18 below.